Investor Agreement

Effective Date: 14 July 2025

This Investor Agreement (“Agreement”) is made and entered into by and between:

Planning Earth Private Limited, a company incorporated under the Companies Act, 2013, having its registered office in Mohali, Punjab, India, operating the real estate investment platform “Share Sampatti” (hereinafter referred to as the “Company” or “Platform”),

AND The undersigned user who has registered, completed KYC verification, and invested via the Platform (hereinafter referred to as the “Investor”).

1. Purpose of Agreement

This Agreement defines the terms under which the Investor participates in fractional real estate investments through the Share Sampatti platform. Investments are executed via digital tokens, each representing a fractional economic interest (e.g., per square foot) in real estate properties owned by Special Purpose Vehicles (SPVs) established by the Company.

2. Legal Structure & Ownership

● All properties are legally held by individual SPVs, fully owned or managed by the Company or its affiliates.

● Tokens do not represent legal title to the physical property. Instead, they confer beneficial economic rights, such as a share in income or appreciation.

● The Investor acknowledges that this is not a property purchase, but an investment in an SPV-managed asset.

3. Investment Process

● Tokens are purchased based on the rate per square foot shown on the Platform.

● Payment must be made via authorized payment gateways (e.g., Razorpay, UPI, net banking).

● Upon successful payment:

○ Tokens are credited to the Investor’s account

○ A unique transaction ID is generated

○ The transaction is logged securely in the system

● Token balances and performance are visible via the Investor Dashboard

4. KYC & Data Compliance

● The Investor must provide valid PAN and Aadhaar as part of mandatory KYC.

● The Investor agrees to share banking or UPI details for future payouts.

● All data is securely processed in accordance with Indian data protection laws and the Platform’s Privacy Policy.

5. Income & Distributions

● Investors may be eligible to receive rental income, interest, or profit share as specified in each property’s investment memorandum.

● Income (if applicable) will be distributed to the registered bank or UPI account.

● The Company is not responsible for delays caused by incorrect or inactive user accounts.

6. Exit, Transfer, and Resale

● Token resale or transfer may be enabled via the Platform, subject to availability and platform-specific rules.

● As of now, no lock-in period applies unless explicitly stated per property.

● Resale is subject to:

○ Demand availability

○ Legal and operational review

○ Payment verification of new buyers

● The Company does not guarantee instant liquidity or a resale platform at all times.

7. Risk Acknowledgment

By entering into this Agreement, the Investor acknowledges and accepts that:

● Real estate is subject to market, legal, and operational risks

● There are no guaranteed returns, appreciation, or payouts

● Income projections and calculators are for illustration only

● Regulatory changes may affect asset structure, token utility, or exit timelines

Refer to the platform’s Risk Disclaimer for more details.

8. Taxation & Legal Compliance

● The Investor is solely responsible for declaring any income earned and complying with applicable tax laws.

● TDS or GST, if applicable, will be deducted at source.

● The Company is not liable for any tax disputes that may arise from the Investor’s filings.

9. Limitation of Liability

The Company shall not be held liable for:

● Losses from market volatility or property depreciation

● SPV operational delays or disputes

● Platform downtime, cyber threats, or third-party errors

● Delays in distribution, resale, or banking failures

The Investor agrees to indemnify the Company from claims arising out of misuse or breach of this Agreement.

10. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. All disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Mohali, Punjab, India.

11. Acceptance

By proceeding with token purchase on Share Sampatti, the Investor confirms:

● That they are at least 18 years of age

● That they have completed valid KYC verification

● That they have read, understood, and accepted:

○ This Investor Agreement

○ The Risk Disclaimer

○ The Terms & Conditions

○ The Privacy Policy

● That they understand the nature of the investment, and agree to proceed at their own risk